Form 8-K

8-K — Lakewood-Amedex Biotherapeutics Inc.

Accession: 0001213900-26-048553

Filed: 2026-04-28

Period: 2026-04-24

CIK: 0002079272

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0287960-8k_lakewood.htm (Primary)

EX-10.1 — BOARD AGREEMENT WITH JOSEPH TUCKER (ea028796001ex10-1.htm)

EX-10.2 — WARRANT AGREEMENT WITH JOSEPH TUCKER (ea028796001ex10-2.htm)

EX-99.1 — PRESS RELEASE DATED APRIL 28, 2026 (ea028796001ex99-1.htm)

GRAPHIC (ea028796001_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0287960-8k_lakewood.htm · Sequence: 1

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0002079272

2026-04-24

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported) April 24, 2026

LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC.

(Exact

Name of Registrant as Specified in its Charter)

Nevada

001-43239

20-5274304

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

8031 Cooper Creek Blvd., Unit 103

University Park, Florida

34201

(Address of Principal

Executive Offices)

(Zip Code)

Registrant’s

telephone number, including area code: (941) 225-2515

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

LABT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

April 24, 2026, the Board of Directors (the “Board”) of Lakewood-Amedex Biotherapeutics Inc. (the “Company”)

appointed Dr. Joseph Tucker to fill a vacancy and serve as a member of the Board, effective April 24, 2026. He will serve until the Company’s

2027 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or

removal.

Dr.

Tucker, age 57, has served as Chief Executive Officer and Director of Enveric Biosciences Inc. (NASDAQ: ENVB) since September 2021, following

Enveric’s acquisition of MagicMed Industries, where he served as Chief Executive Officer, President, and Director beginning in 2020.

From 2016 to 2022, Dr. Tucker served as Chief Executive Officer, President, and Director of VirTech Bio, Inc., an early-stage biotechnology

company. From 2014 to 2020, Dr. Tucker served as Executive Chairman, Chief Executive Officer, President, and Director of Willow Biosciences

Inc. (TSX: WLLW) and its predecessor company, Epimeron Inc. From 2004 to 2007, Dr. Tucker served as Chief Executive Officer, President,

and Director of Stem Cell Therapeutics Corp. (TSX: SSS), which he took public via initial public offering and which ultimately merged

into Trillium Therapeutics Inc. (NASDAQ: TRIL), later acquired by Pfizer Inc. (NYSE: PFE). Dr. Tucker previously served as Vice President

of Resverlogix (TSX: RVX) from 2003 to 2004 and Vice President of Neurostasis, Inc. from 2001 to 2003. Earlier in his career, Dr. Tucker

served as a lead health care analyst at Lightyear Capital Inc. and Acumen Capital Partners Inc. from 2000 to 2001. Dr. Tucker holds a

Ph.D. and B.Sc. from the University of Calgary and has earned the Certified Financial Planner (C.F.P.) designation from the Financial

Planning Standards Council. He is a named inventor on 13 issued U.S. patents. The Company appointed Dr. Tucker to serve on our Board

of Directors due to his extensive experience as a chief executive officer and director of public biotechnology companies, his track record

of raising over $100 million in capital, and his expertise in executing strategic transactions including initial public offerings, mergers,

and acquisitions.

Dr.

Tucker will serve on the Finance, Audit Committee and Risk Committee, Compensation Committee and Corporate Governance and Nominating

Committee of the Board.

connection with Dr. Tucker’s appointment to the Board, the Company and Dr. Tucker entered into a board agreement, dated April 24,

2026 (the “Board Agreement”), which provides among other terms that Dr. Tucker will attend up to four, but no fewer than

two, meetings of the Board per year and to be available for ad-hoc phone or email consultations throughout the year. The Company

has agreed to reimburse Dr. Tucker for reasonable pre-approved travel and living expenses incurred in connection with Board meetings. The

Board Agreement continues indefinitely unless terminated by either party.

compensation for his service, Dr. Tucker will receive $6,000 per quarter, payable in shares of the Company’s common stock. In addition,

Dr. Tucker was granted 33,784 warrants pursuant to a warrant agreement with the Company (the “Warrant Agreement”) to purchase

shares of the Company’s common stock at an exercise price of $10.00 per share, with a ten-year exercise term. The warrants vest

in four equal tranches of 8,446 warrants each on October 24, 2026, April 24, 2027, October 24, 2027, and April 24, 2028. Upon termination

of the Board Agreement by the Company, any unvested warrants will be cancelled.

The

Agreement also contains customary provisions regarding confidentiality, work product ownership, and a twelve-month post-service non-solicitation

covenant.

Dr.

Tucker has no arrangements or understandings with any other person pursuant to which he was selected as a director, and no family

relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become

a director or executive officer. Dr. Tucker has had no direct or indirect material interest in any transaction or series of

similar transactions contemplated by Item 404(a) of Regulation S-K.

The

foregoing descriptions of the Warrant Agreement and Board Agreement do not purport to be complete and are qualified in their entirety

by reference to and incorporates herein by reference the full text of the Board Agreement, a copy of which is attached to this Current

Report on Form 8-K as Exhibits 10.1 and 10.2, respectively.

The

foregoing descriptions of the Board Agreement and Warrant Agreement do not purport to be complete and are qualified in their entirety

by reference to the copy of the Board Agreement and Warrant Agreement, which are filed herewith as Exhibits 10.1 and 10.2 to this Current

Report on Form 8-K, respectively.

The

Company issued a press release on April 28, 2026, announcing the appointment of Dr. Tucker as a member of the Company’s Board,

a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit Number

Description

10.1

Board Agreement with Joseph Tucker

10.2

Warrant Agreement with Joseph Tucker

99.1

Press Release dated April 28, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

LAKEWOOD-AMEDEX

BIOTHERAPUTICS, inc.

a Florida corporation

Dated: April 28, 2026

By:

/s/

Kelvin Cooper

Chief Executive Officer and Director

EX-10.1 — BOARD AGREEMENT WITH JOSEPH TUCKER

EX-10.1

Filename: ea028796001ex10-1.htm · Sequence: 2

Exhibit 10.1

LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC.

Board of Directors Agreement

This Agreement is entered into between Lakewood-Amedex

Biotherapeutics Inc., a Nevada corporation (“Company”), and the individual identified below and party hereto (“BOD Member”).

BOD Member Title: Member of the Board of Directors

Name: Joseph Tucker, Ph.D.

Address: 71 Kings Landing

City/State/ZIP: Norwell, MA 02061

Mobile Telephone: (508) 627-0485

Office Telephone:

Email: jeltucker@aol.com

BOD Member Role

The BOD Member agrees to serve on the Board of

Directors (BOD) of Lakewood-Amedex Biotherapeutics Inc. The BOD Member agrees to attend up to 4, but no less than 2 meetings of the BOD

per year and to be available for ad-hoc phone or email consultations throughout the year. Company agrees to cover the reasonable costs

of any required and pre-approved travel and living expenses for any BOD meetings that require travel. Furthermore, the BOD Member agrees

to allow Company to use the BOD Member’s name in promotional materials, including press releases and the Company website identifying

him as a member of the Lakewood-Amedex Board of Directors. This Agreement will continue indefinitely unless and until terminated by either

the Company or BOD Member as described below.

Term of Agreement

This Agreement shall be effective as of the date

it is executed by the Company and BOD Member. The BOD Member shall have the right, in his absolute discretion, to terminate this Agreement

and resign from the BOD at any time in writing to the Company. At any time, the BOD Member may be removed as a member of the Board as

provided in the Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable law. The Company shall have

the right to terminate this Agreement if the BOD Member is not elected to a further term of service by the shareholders at the annual

general meeting (AGM) or any other legitimate or special meetings of the Company’s shareholders or a majority of such shareholders

including proxy votes. Upon termination of this Agreement by the Company, BOD Member shall be entitled to; (a) payment for services performed

prior to the notice of such termination, and (b) if applicable, reimbursement under the terms of this Agreement for expenses incurred

prior to the notice of such termination. BOD Member shall have no other right to payment of any other amounts resulting from termination

of this Agreement by the Company. Any Warrants granted to BOD Member that have not vested as of the termination date shall be cancelled

and any Warrants provided by any such Warrant Agreement between the Company and BOD Member shall be null and void. Notice shall be deemed

to have been sufficiently given either when served by personal delivery or three business days after having been sent by first-class mail

addressed to the parties at the addresses set forth in this Agreement. The Company shall not be liable for any services or expenses incurred

after such notice of termination.

Terms of Payment

The Company shall pay the BOD Member the equivalent

of six thousand dollars ($6,000) per quarter, effective as of the date of this Agreement, payable in Lakewood-Amedex Biotherapeutics Inc.

Common Stock. The newly appointed BOD Member is awarded Thirty-Three Thousand Seven Hundred Eighty-Four (33,784) Warrants to purchase

the Company’s Common Stock at an exercise price of ($10.00) per share. The Warrants have a ten (10) year exercise term. The Warrants

will vest as follows:

8,446 warrants vest on October 24, 2026 and the

second

8,446 warrants vest on April 24, 2027 and the

third

8,446 warrants vest on October 24, 2027 and the

fourth

8,446 warrants vest on April 24, 2028.

BOD Member Status

The BOD Member expressly represents, warrants

to and agrees with the Company that (1) neither BOD Member nor any of his employees or agents shall be construed to be an employee of

the Company and BOD Member’s status shall be that of a non-executive BOD Member for which he is solely responsible for his actions

and inactions and those of his employees and agents; (2) BOD Member shall act solely as a non-executive BOD Member, not as an employee

or agent of the Company; (3) the BOD Member is not authorized to enter into contracts or agreements on behalf of the Company or to otherwise

create obligations of the Company to third parties; (4) BOD Member shall exercise his judgment free of any direction or control by the

Company; and (5) BOD Member, his employees and agents shall have no right to any employee benefits from the Company.

Notice to BOD Member About His Tax Duties

and Liabilities and Federal, State, and Local Payroll Taxes

Since BOD Member is a non-executive BOD Member,

the Company will not withhold or pay any income or social security taxes in connection with the compensation it pays to BOD Member, and

BOD Member shall be solely responsible for and agrees to pay all federal, state, and local taxes, social security (FICA), self-employment

and individual social security taxes, and unemployment and worker’s compensation insurance, fees, and taxes, and to comply with

all reporting, payment, and withholding obligations arising from the payment of that compensation. The Company has a current Directors

and Officers insurance policy.

Responsibility for Workers’ Compensation

No workers’ compensation insurance shall

be obtained by the Company covering the BOD Member or employees or agents of the BOD Member. The BOD Member shall comply with all applicable

workers’ compensation law concerning the BOD Member and his employees and agents.

Confidentiality

Access to Information.

BOD Member acknowledges that during the term of this Agreement he may have access to Confidential Information. “Confidential Information”

means any information pertaining to the Company’s existing or proposed business or products, other than information that BOD Member

can show is or has become publicly known, other than as a result of disclosure in violation of this Agreement. Confidential Information,

without limitation, includes business plans and information regarding the Company and its customers, consultants, financiers and advisors;

financial information regarding the Company and its customers; customer and prospective customer identity and information; pricing information;

information regarding the Company’s employees; information regarding or arising from the Company’s recruiting plans and efforts;

information regarding the Company’s marketing plans, contacts and efforts; information relating to vendors and suppliers; computer

software owned by the Company; information concerning the development of proprietary products and services; techniques and methodologies;

forms, checklists, instructions, manuals, work product, and other documents.

Nondisclosure and Nonuse.

BOD Member shall not disclose to others any Confidential Information, except to the extent specifically authorized by the Company, or

use the Confidential Information for any purpose other than the performance of BOD Member’s duties hereunder. BOD Member shall take

reasonable precautions to avoid inadvertent disclosure of Confidential Information. BOD Member may disclose Information to its consultants

and advisors who need to know Information in connection with the performance of the obligations of BOD Member under this Agreement and

who agree to be bound by the restrictions imposed on BOD Member by this Agreement. A breach of this Agreement by a BOD Member consultant

or agent shall be deemed a breach by BOD Member.

Disclosure Required by Law.

If BOD Member is requested or required under authority of law to disclose any Confidential Information, BOD Member shall provide the Company

with prompt written notice of the request or requirement so that the Company may seek a protective order or other appropriate remedy or

may waive the provisions of this paragraph. Unless the Company waives the provisions of this section, BOD Member may respond to any such

request or requirement only by disclosing that portion of Confidential Information that, in the written opinion of counsel acceptable

to the Company, BOD Member is legally required to disclose. BOD Member shall use its best efforts to limit the dissemination of any Confidential

Information that is legally required to be disclosed (for example, by obtaining appropriate assurances that the governmental authority

requiring disclosure will itself treat the information as confidential).

Return. All Confidential

Information and materials containing Confidential Information furnished to BOD Member shall remain the property of the Company. If the

Company requests the return thereof, BOD Member shall promptly return to the Company all materials furnished by the Company containing

Confidential Information and shall destroy or deliver to the Company any other materials containing Confidential Information, including

documents BOD Member has prepared that contain or are based upon Confidential Information. Upon request, BOD Member will certify in writing

the extent to which he has complied with this section.

Duration. The obligations

set forth in this Paragraph shall continue beyond the term and any termination of this Agreement for so long as BOD Member possesses Confidential

Information.

Work Product

BOD Member agrees that all work and advice by

BOD Member for the Company, during or within the scope of BOD Member’s engagement by the Company shall be owned by the Company.

Non-Solicitation

During the course of his BOD

service, and for the period ending twelve (12) months after the end of his BOD service (the “Restricted Period”), without

the prior written consent of the Company, the BOD Member shall not either individually or on behalf of or through any other person, business,

enterprise or entity, directly or indirectly, (a) solicit, divert or encourage any of the employees, BOD members, agents, consultants,

representatives, collaborators or customers of the Company to change or terminate his, her or its relationship with the Company, or hire

or retain any such employee, BOD member, consultant or representative so solicited or encouraged; and (b) solicit or encourage any of

the employees, BOD members, agents, consultants or representatives of the Company to become employees, agents, representatives or consultants

of another business, enterprise or entity.

Miscellaneous

Binding Effect; Assignment.

This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, personal representatives, successors, and,

to the extent permitted hereby, assigns. This Agreement and the rights of the Company hereunder shall be freely assignable by the Company

to a parent, subsidiary, or affiliated entity. BOD Member may not assign any rights or delegate any duties under this Agreement without

the prior written consent of the Company.

Survival. Upon

termination of this Agreement, the provisions as to “BOD Member Status,” “Notice to BOD Member About His Tax Duties

and Liabilities and Federal, State, and Local Payroll Taxes,” “Responsibility for Workers’ Compensation,” “Confidentiality,”

“Work Product,” “Non-solicitation,” and “Miscellaneous” shall survive, to the extent applicable.

Attorney Fees. If any

suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the

prevailing party shall be entitled to recover reasonable attorney fees and legal expenses incurred in preparation or in prosecution or

defense of such suit or action as fixed by the trial court, and if any appeal is taken from the decision of the trial court, reasonable

attorney fees as fixed by the appellate court.

Entire Agreement. This

Agreement, including the schedules or exhibits, if any, hereto, sets forth the entire understanding of the parties with respect to the

subject matter of this Agreement and supersedes any and all prior understandings and agreements, whether written or oral, between the

parties with respect to such subject matter, provided, however, that if the Company and the BOD Member entered into a non-disclosure agreement

prior to the execution of this agreement, that agreement shall remain in effect; in the event of a conflict between the terms of this

Agreement and a prior non-disclosure agreement, the terms of this Agreement shall prevail. This Agreement may be amended only by an instrument

in writing executed by both parties, provided that work orders or estimates shall not be deemed to amend the terms of this Agreement.

A provision of this Agreement may be waived only by a written instrument executed by the party waiving compliance. No waiver of any provision

of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing

waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision.

Use of Materials. BOD

Member represents and warrants that in performing this Agreement, he will not use materials protected by copyright, trademark or other

laws without all necessary approvals. BOD Member will indemnify, defend and hold the Company harmless from all claims, actions, liability

and expenses arising due to any breach of the foregoing representation and warranty.

Severability. If in

any judicial proceeding or arbitration a court or arbitrator shall refuse to enforce fully all of the provisions of this Agreement, any

unenforceable provision shall be deemed limited in scope for the purpose of such proceeding as is necessary to permit the remainder of

those provisions and of this Agreement to be enforced.

Notices. Notices under

this Agreement shall be in writing and shall be deemed given when delivered in person or by electronic mail (unless a notice of non-delivery

is received), one business day after being sent by overnight courier, or four business days after being mailed by registered or certified

mail, in each case to the appropriate address herein. Either party may change its address for notices by giving notice of the change to

the other party.

Governing Law. All

disputes in any way relating to, arising under, connected with or incident to this Agreement, if litigated at all, shall be litigated

solely and exclusively in the State of Florida, and, if necessary, their respective corresponding appellate courts. Each party shall forebear

from filing a claim in any other county or jurisdiction and expressly submits itself to the personal jurisdiction of the State of Florida.

The performance and construction of this Agreement shall be governed by the substantive laws of the State of Nevada without regard to

conflict of law provisions.

BOD MEMBER

/s/ Joseph Tucker

Joseph Tucker, Ph.D.

Title

Member of the Board of Directors

Date

April 24, 2026

LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC.

/s/ Kelvin Cooper

Kelvin Cooper

Title:

Chief Executive Officer

Date:

April 24, 2026

Address for Notices to Company:

ATTN: Chief Executive Officer

Lakewood-Amedex Biotherapeutics Inc.

8031 Cooper Creek Blvd., University Park, Florida 34201

EX-10.2 — WARRANT AGREEMENT WITH JOSEPH TUCKER

EX-10.2

Filename: ea028796001ex10-2.htm · Sequence: 3

Exhibit 10.2

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I)

A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD

THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION

UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.

LAKEWOOD-AMEDEX BIOTHERAPEUTICS INC.

WARRANT

Original Issue Date: April 24, 2026

THIS CERTIFIES THAT, FOR VALUE RECEIVED, Joseph

Tucker, Ph.D. or his registered assigns (“Holder”) is entitled to purchase, on the terms and conditions hereinafter

set forth, at any time or from time to time from the date hereof until 5:00 p.m., Eastern Time, on the 10th anniversary of the Original

Issue Date set forth above, or if such date is not a day on which the Company (as hereinafter defined) is open for business, then the

next succeeding day on which the Company is open for business (such date is the “Expiration Date”), but not thereafter,

to purchase an amount of shares of the Common Stock, par value $0.0001 (the “Common Stock”), of Lakewood-Amedex Biotherapeutics

Inc., a Nevada corporation (the “Company”), equal to Thirty-Three Thousand Seven Hundred Eighty-Four (33,784) shares

of Common Stock of the Company at the time (and after giving effect to) the exercise of the Warrant for an aggregate price equal to ten

dollars ($10.00) per share (the “Exercise Price”) for all of the Warrant Shares as defined below. Each share of Common

Stock as to which this Warrant is exercisable is a “Warrant Share” and all such shares are collectively referred to as the

“Warrant Shares.”

Section 1. Exercise of Warrant; Conversion of

Warrant.

(a) This

Warrant may, at the option of Holder, be exercised in whole or in part (but not less than 10,000 shares per exercise) from time to time

by delivery to the Company at its principal office, Attention: Secretary, on or before 5:00 p.m., Eastern Time, on the Expiration Date,

(i) a written notice of such Holder’s election to exercise this Warrant (the “Exercise Notice”), which notice may be in the

form of the Notice of Exercise attached hereto, properly executed and completed by Holder or an authorized officer thereof, (ii) a wire

transfer or check payable to the order of the Company, in an amount equal to the Exercise Price or Three Hundred Thirty-Seven Thousand

Eight Hundred Forty ($ 337,840) and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “Exercise

Materials”). If the Warrant is exercised in part, then the Exercise Price shall be reduced on a pro forma basis.

(b) As

promptly as practicable, and in any event within two (2) business days after its receipt of the Exercise Materials, Company shall execute

or cause to be executed and delivered to Holder a certificate or certificates representing the number of Warrant Shares specified in the

Exercise Notice and if this Warrant is partially exercised, a new warrant certificate on the same terms for the unexercised balance of

the Warrant Shares. The stock certificate or certificates shall be registered in the name of the Holder. The date on which the Warrant

shall be deemed to have been exercised (the “Effective Date”), and the date the Holder’s name on any certificate evidencing

the Common Stock issued upon the exercise hereof shall be deemed to have become the holder of record of such shares, shall be the date

the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common

Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on

a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the

stock transfer books are open. All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance,

be fully paid and nonassessable and free from all taxes, liens, and charges with respect thereto.

Section 2. No Stockholder Rights or

Liabilities.

This Warrant shall not entitle the Holder

thereof to any voting rights, other rights, or liabilities as a Stockholder of the Company.

Section 3. Transfer of Securities.

(a) This

Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share

reclassification thereof, a stock dividend thereon, or otherwise, shall only be transferable upon compliance with the provisions of the

Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws with respect to the transfer

of such securities.

(b) Each

certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or

share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent

transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with

a legend in substantially the following form:

“NEITHER THIS WARRANT NOR THE

SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE

STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND

SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN

OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES

LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.”

Section 4. Adjustment

If the Company at any time on or after

the Original Issue Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding

shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately

reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Original Issue

Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a

smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the

number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4 shall become effective at the close of

business on the date the subdivision or combination becomes effective.

Section 5. Miscellaneous.

(a) The

terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company and Holder.

(b) Except

as otherwise provided herein, this Warrant and all rights hereunder are transferable by the registered holder hereof in person or by duly

authorized attorney on the books of the Company, only upon the written consent of the Company, which consent shall not be unreasonably

withheld, upon surrender of this Warrant, properly endorsed, to the Company. The Company may deem and treat the registered holder of this

Warrant at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.

Warrant may be divided into separate warrants covering not less than 10,000 shares of Common Stock or any whole multiple thereof,

for the total number of shares of Common Stock then subject to this Warrant at any time, or from time to time, upon the request of

the registered holder of this Warrant and the surrender of the same to the Company for such purpose. Such subdivided Warrants shall

be issued promptly by the Company following any such request and shall be of the same form and tenor as this Warrant, except for any

requested change in the name of the registered holder stated herein.

(d) Any

notices, consents, waivers, or other communications required or permitted to be given under the terms of this Warrant must be in writing

and will be deemed to have been delivered (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile, provided

a copy is mailed by U.S. certified mail, return receipt requested, (c) three (3) days after being sent by U.S. certified mail, return

receipt requested, or (d) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed

to the party to receive the same.

If to Holder, to the registered address

of Holder appearing on the books of the Company, or, in the case of the Company, at the principal offices of the Company. Each party shall

provide five (5) days prior written notice to the other party of any change in address, which change shall not be effective until actual

receipt thereof.

(e) All

questions concerning the construction, validity, enforcement, and interpretation of this Warrant shall be governed by and construed and

enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each

party agrees that all legal proceedings concerning the validity, interpretations, and enforcement of this Warrant (whether brought against

a party hereto or its respective affiliates, directors, officers, shareholders, employees, or agents) shall be commenced exclusively in

the state and federal courts sitting in the City of Tampa, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in the City of Tampa, Florida for the adjudication of any dispute hereunder (including with respect

to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim

that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient

venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect pursuant to paragraph (e) above and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding

to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party

for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action

or proceeding.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SIGNATURE PAGE

COMPANY

WARRANT

IN WITNESS WHEREOF, the Company, has caused this Warrant to be executed

in its name by its duly authorized officers under seal, and to be dated as of the date first written above.

LAKEWOOD-AMEDEX BIOTHERAPEUTICS

INC.

By:

/s/ Kelvin Cooper

Name:

Kelvin Cooper

Title:

CEO

ASSIGNMENT

(To be Executed by the Registered Holder to affect

a Transfer of the foregoing Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers

unto

___________________________________________________________________________

the foregoing Warrant and the rights represented thereto to purchase shares of Common Stock of _____________________________

in accordance with terms and conditions thereof and does hereby irrevocably constitute and appoint the Company’s Attorney to

transfer the said Warrant on the books of the Company, with full power of substitution.

Holder:

Address:

Dated:

__________________, 20__

Approved by:

Lakewood-Amedex Biotherapeutics Inc.

By:

Name:

Title:

Date:

EXERCISE OR CONVERSION NOTICE

[To be signed only upon exercise of Warrant]

To: _________________________

The undersigned Holder of the attached

Warrant hereby irrevocably elects to exercise the Warrant for, and to purchase thereunder, _____ shares of Common Stock of

________________ issuable upon exercise of said Warrant and hereby surrenders said Warrant.

The undersigned herewith requests that the certificates

for such shares be issued in the name of, and delivered to the undersigned, whose address is ___________________________.

If electronic book entry transfer, complete the following:

Account Number: ___________________________

Transaction Code Number:

____________________

Dated:

Holder:

By:

Name:

Title:

NOTICE

The signature above must correspond to the name as written upon the

face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.

EX-99.1 — PRESS RELEASE DATED APRIL 28, 2026

EX-99.1

Filename: ea028796001ex99-1.htm · Sequence: 4

Exhibit 99.1

Lakewood-Amedex

Biotherapeutics Appoints Joseph Tucker, Ph.D., to Board of Directors

Appointment

strengthens Board with seasoned public company biotech executive following recent Nasdaq direct listing

SARASOTA,

Fla., April 28, 2026 – Lakewood-Amedex Biotherapeutics Inc., (NASDAQ: LABT), a clinical-stage biotechnology company advancing a

novel class of potent, fast-acting, broad-spectrum antimicrobials for infectious diseases called the Bisphosphocin® class,

today announced the appointment of Joseph Tucker, Ph.D., Chief Executive Officer of Enveric Biosciences (Nasdaq: ENVB), to its Board

of Directors. Dr. Tucker’s appointment follows Lakewood-Amedex Biotherapeutics’ recent direct listing on Nasdaq and represents

a key step in strengthening the Company’s governance and strategic capabilities as it advances its growth strategy.

Dr.

Tucker is a veteran biotechnology executive with more than two decades of leadership experience spanning public and private companies

and discovery to late-stage drug development. He currently serves as Chief Executive Officer and Director of Enveric Biosciences, a biotechnology

company focused on advancing a pipeline of next-generation neuroplastogenic small-molecule therapeutics designed to address neuropsychiatric

and neurological disorders.

“Joe

brings a rare combination of public company leadership, capital markets expertise, and deep drug development experience,” said

Kelvin Cooper, Ph.D., Chief Executive Officer of Lakewood-Amedex Biotherapeutics. “His track record of building and advancing biotechnology

companies, coupled with his experience navigating the public markets, makes him an ideal addition to our Board at this pivotal time.

Following our recent Nasdaq direct listing, we are focused on accelerating our growth strategy, and Joe’s insights will be invaluable

as we advance Nu-3 and expand our pipeline.”

Since

assuming leadership of Enveric, Dr. Tucker has led multiple strategic financings and pipeline-building initiatives, including the advancement

of its lead program, EB-003, towards an anticipated first-in-human clinical trial. Prior to Enveric, Dr. Tucker held Chief Executive

Officer, Executive Chairman, and Director roles at several biotechnology companies, including Willow Biosciences and Stem Cell Therapeutics,

where he led companies through public listings, mergers and acquisitions, and advanced clinical programs across multiple therapeutic

areas. Over the course of his career, he has raised more than $100 million in capital, secured significant non-dilutive funding, and

executed numerous partnerships and licensing transactions.

Dr.

Tucker commented: “I am excited to join the Board of Lakewood-Amedex Biotherapeutics at such an important moment in the Company’s

evolution. The recent Nasdaq listing positions the Company for its next phase of growth, and I am particularly encouraged by the potential

of Nu-3 to address the urgent global challenge of antibiotic resistance. The opportunity to develop a novel therapy for infected diabetic

foot ulcers, where there remains significant unmet medical need, is compelling, and I look forward to working with the team to help realize

the full potential of the platform.”

About

Lakewood-Amedex Biotherapeutics Inc.

Lakewood-Amedex

Biotherapeutics Inc. (NASDAQ: LABT) is a clinical-stage biotechnology company developing a novel class of fast-acting, broad-spectrum

antimicrobials – the Bisphosphocin® class - to treat infectious diseases and reduce the threat posed by antibiotic-resistant

bacterial strains, including MRSA, VRE, and others. For more information, please visit https://lakewoodamedex.com.

About

Nu-3

is Lakewood-Amedex Biotherapeutics Inc.’s lead product being developed for the topical treatment of mildly infected diabetic foot

ulcers (iDFU). Nu-3 belongs to a novel class of antimicrobials being developed by Lakewood-Amedex Biotherapeutics Inc. called the Bisphosphocin®

class, which possess a unique mechanism of action that enables rapid elimination of a broad spectrum of bacteria, including resistant

pathogens and biofilms. Data from initial exploratory clinical trials with Nu-3 using subclinical doses did not reveal any safety signals

and showed a trend of positive antimicrobial response and improved wound healing. Based on these results, the company plans to conduct

an initial Phase 2a safety and dose response study of Nu-3 followed by a placebo-controlled Phase 2b dose comparative study. This study

is also designed to determine the most appropriate administration regimen for Nu-3 gel formation in mildly infected diabetic foot ulcers.

Forward-Looking

Statements

This

press release may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Generally, the

words “believe,” “expect,” “intsend,” “estimate,” “anticipate,” “project,”

“will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However,

the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address

operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. Management

believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance

on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation

to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except

as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s

actual results to differ materially from historical experience and our present expectations or projections.

Relying

on such statements involves risk, uncertainty and assumptions. These statements are based on the current estimates and assumptions of

the management of Lakewood-Amedex Biotherapeutics Inc. as of the date of this press release and are subject to uncertainty and changes.

All statements obtained in this press release are made only as of the date of this press release and Lakewood-Amedex Biotherapeutics

Inc. does not undertake any obligation to publicly update any forward-looking statements.

Contact

Investor

Relations

Tiberend

Strategic Advisors, Inc.

David

Irish

(231)

632-0002

dirish@tiberend.com

Media

Relations

Tiberend

Strategic Advisors, Inc.

Casey

McDonald

(646)

577-8520

cmcdonald@tiberend.com

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